8-KLeadership ChangesExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Mar 9, 2015)

Filed March 9, 2015For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) announced a significant leadership change in its finance department through an 8-K filing on March 9, 2015. The report details the retirement of Executive Vice President and Chief Financial Officer, John Fawcett, effective April 6, 2015, with his departure from the company slated for April 30, 2015. Fawcett will assist in ensuring a smooth transition. Concurrently, the company appointed Eric Aboaf as the new Executive Vice President and Chief Financial Officer, also effective April 6, 2015. This change in CFO signals a transition in financial leadership for the company. Eric Aboaf brings substantial experience to CFG, having previously served as Global Treasurer for Citigroup since 2009 and holding CFO roles within various Citigroup divisions. His background also includes a tenure as a partner at Bain & Company. The filing outlines Mr. Aboaf's compensation package, including a base salary of $700,000 and a role-based allowance of $800,000, with provisions to ensure a minimum total compensation opportunity of $3,000,000 annually. He will also receive a guaranteed variable compensation award for 2015 and a buy-out award valued at approximately $3.2 million to offset forfeited previous employer awards.

Key Highlights

  • 1John Fawcett, EVP and CFO, is retiring effective April 6, 2015, with his last day at the company being April 30, 2015.
  • 2Eric Aboaf has been appointed as the new EVP and CFO, effective April 6, 2015.
  • 3Mr. Aboaf's prior experience includes serving as Global Treasurer for Citigroup and CFO roles within Citigroup's consumer and institutional groups.
  • 4Mr. Aboaf's employment agreement includes an annual base salary of $700,000 and a role-based allowance of $800,000.
  • 5His total compensation opportunity is guaranteed to be no less than $3,000,000 annually.
  • 6Mr. Aboaf will receive a guaranteed variable compensation award of $1,700,000 for 2015.
  • 7A buy-out award of approximately $3.2 million will be granted to Mr. Aboaf to compensate for forfeited awards from his previous employer.

Frequently Asked Questions

John Fawcett is retiring from his role as Executive Vice President and Chief Financial Officer effective April 6, 2015, and from the company on April 30, 2015. Eric Aboaf has been appointed as his successor, also effective April 6, 2015.

Eric Aboaf has significant financial leadership experience, most recently serving as Global Treasurer for Citigroup since 2009. He also held CFO positions for Citigroup's North American Consumer Group and Institutional Client Group, and was previously a partner at Bain & Company.

Mr. Aboaf's compensation includes an annual base salary of $700,000, a role-based allowance of $800,000 (pro-rated for 2015), and a guaranteed variable compensation award of $1,700,000 for 2015. His total compensation opportunity is guaranteed to be at least $3,000,000 annually. He will also receive a buy-out award of approximately $3.2 million.

If terminated by the Company without cause, Mr. Aboaf is entitled to a minimum of 26 weeks of base salary, any unpaid guaranteed 2015 variable compensation, and 52 weeks of his role-based allowance (if terminated in 2015 and unpaid). In the event of a termination without cause in connection with a change in control during 2016, he would receive 200% of his fixed pay.